Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 15, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Registrant Name | Tribe Capital Growth Corp I | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-40167 | ||
Entity Tax Identification Number | 85-3901431 | ||
Entity Address, Address Line One | 2700 19th Street | ||
Entity Address, City or Town | San Francisco | ||
Entity Address State Or Province | CA | ||
Entity Address, Postal Zip Code | 94110 | ||
City Area Code | 619 | ||
Local Phone Number | 567 9955 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 249,435,000 | ||
Entity Central Index Key | 0001831874 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant | ||
Trading Symbol | ATVCU | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | ATVC | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 27,600,000 | ||
Redeemable Warrants Exercisable For Class Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Trading Symbol | ATVCW | ||
Security Exchange Name | NASDAQ | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,900,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 336,228 | |
Due from Sponsor | 1,256 | |
Prepaid expenses and other current assets | 84,438 | |
Deferred offering costs | $ 298,962 | |
Total current assets | 421,922 | 298,962 |
Investments held in Trust Account | 276,016,842 | |
Total assets | 276,438,764 | 298,962 |
Current liabilities | ||
Accrued offering costs | 262,764 | |
Accounts payable and accrued expenses | 1,090,389 | |
Due to related party | 90,000 | 12,500 |
Franchise tax payable | 200,000 | |
Total current liabilities | 1,380,389 | 275,264 |
Deferred underwriting fee payable | 9,660,000 | |
Warranty liability | 10,529,510 | |
Total Liabilities | 21,569,899 | 275,264 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption, 27,600,000 and 0 shares at $10.00 redemption value at December 31, 2021 and 2020, respectively | 276,000,000 | |
Stockholders' Equity (Deficit) | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,310 | |
Accumulated deficit | (21,131,825) | (1,302) |
Total Stockholders' Equity (Deficit) | (21,131,135) | 23,698 |
Total Liabilities, Redeemable Common Stock, and Stockholders' Equity (Deficit) | 276,438,764 | 298,962 |
Class A common stock subject to possible redemption | ||
Current liabilities | ||
Class A common stock subject to possible redemption, 27,600,000 and 0 shares at $10.00 redemption value at December 31, 2021 and 2020, respectively | 276,000,000 | |
Class B Common Stock | ||
Stockholders' Equity (Deficit) | ||
Common stock | $ 690 | $ 690 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 280,000,000 | 280,000,000 |
Class A common stock subject to possible redemption | ||
Temporary equity, shares outstanding | 27,600,000 | 0 |
Stock subject to possible redemption redemption value per share | $ 10 | $ 10 |
Class A Common Stock Not Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 280,000,000 | 280,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Formation and operating costs | $ 1,302 | $ 2,534,272 |
Loss from operations | (1,302) | (2,534,272) |
Other income (expense) | ||
Interest income on marketable securities held in Trust Account | 16,842 | |
Change in fair value of warrants | 7,792,536 | |
Transaction costs | (606,622) | |
Excess of fair value of Private Warrants over proceeds received | (298,825) | |
Total other income | 6,903,931 | |
Net income (loss) | $ (1,302) | $ 4,369,659 |
Class A Common Stock | ||
Other income (expense) | ||
Weighted average shares outstanding, basic | 27,600,000 | |
Weighted average shares outstanding, diluted | 27,600,000 | |
Basic net income (loss) per common share | $ 0.13 | |
Diluted net income (loss) per common share | $ 0.13 | |
Class A common stock subject to possible redemption | ||
Other income (expense) | ||
Weighted average shares outstanding, basic | 27,600,000 | |
Weighted average shares outstanding, diluted | 27,600,000 | |
Basic net income (loss) per common share | $ 0.13 | |
Diluted net income (loss) per common share | $ 0.13 | |
Class B Common Stock | ||
Other income (expense) | ||
Weighted average shares outstanding, basic | 6,900,000 | 6,900,000 |
Weighted average shares outstanding, diluted | 6,900,000 | 6,900,000 |
Basic net income (loss) per common share | $ 0 | $ 0.13 |
Diluted net income (loss) per common share | $ 0 | $ 0.13 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Nov. 04, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Nov. 04, 2020 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Class B common stock issued to Sponsor | $ 690 | 24,310 | 25,000 | |
Class B common stock issued to Sponsor (in shares) | 6,900,000 | |||
Net income / loss | (1,302) | (1,302) | ||
Balance at the end at Dec. 31, 2020 | $ 690 | 24,310 | (1,302) | 23,698 |
Balance at the end (in shares) at Dec. 31, 2020 | 6,900,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Remeasurement of shares of Class A common stock subject to possible redemption | $ (24,310) | (25,500,182) | (25,524,492) | |
Net income / loss | 4,369,659 | 4,369,659 | ||
Balance at the end at Dec. 31, 2021 | $ 690 | $ (21,131,825) | $ (21,131,135) | |
Balance at the end (in shares) at Dec. 31, 2021 | 6,900,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (1,302) | $ 4,369,659 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Excess of fair value of Private Warrants over proceeds received | 298,825 | |
Change in fair value of warrant liabilities | (7,792,536) | |
Transaction costs | 606,622 | |
Interest earned on cash and Investments held in Trust Account | (16,842) | |
Changes in operating assets and liabilities: | ||
Prepaid assets | (84,438) | |
Due from Sponsor | (1,256) | |
Taxes payable | 200,000 | |
Due to related party | 77,500 | |
Accounts payable and accrued expenses | 1,302 | 1,126,587 |
Net cash used in operating activities | (1,215,879) | |
Cash flows from investing activities: | ||
Investments and marketable securities held in Trust Account | (276,000,000) | |
Net cash used in investing activities | (276,000,000) | |
Cash flows from financing activities: | ||
Proceeds from sale of Units, net of offering costs | 275,552,107 | |
Proceeds from issuance of private warrants | 7,520,000 | |
Payment of underwriter discount | (5,520,000) | |
Net cash provided by financing activities | 277,552,107 | |
Net change in cash | 336,228 | |
Cash, beginning of the period | 0 | 0 |
Cash, end of period | 0 | 336,228 |
Supplemental disclosure of non-cash operating and financing activities: | ||
Initial classification of warrant liability | 18,023,221 | |
Deferred underwriting fee payable charged to additional paid-in capital | 9,660,000 | |
Accretion of Class A common stock subject to redemption value | $ 25,524,492 | |
Accrued deferred offering costs | 286,462 | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | $ 25,000 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1 — Organization and Business Operations Tribe Capital Growth Corp I (the “Company”) is a blank check company incorporated as a Delaware corporation on November 5, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and it has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with the Company. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation and the initial public offering described below (the “IPO”), and subsequent to the IPO identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and unrealized gains and losses on the change in fair value of its warrants. The Company’s sponsor is Tribe Arrow Holdings I, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on March 4, 2021 (the “Effective Date”). On March 9, 2021, the Company consummated the IPO of 27,600,000 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the IPO, at a price of $1.50 per Private Warrant, generating gross proceeds of $7,520,000, which is discussed in Note 4. Each warrant (including the Private Warrants and the warrants included as part of the Units) entitles the holder to purchase one share of common stock at a price of $11.50 per share. Transaction costs for the IPO amounted to $15,627,893 (consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $447,893 of other offering costs ) were recognized, of which $606,622 was (i) allocated to the public warrants and Private Warrants and (ii) included in the statements of operations, and $15,021,271 was charged directly to stockholders’ equity. Following the closing of the IPO on March 9, 2021, $276,000,000 (approximately $10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, including the proceeds from the sale of the Private Warrants, was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay franchise taxes, the proceeds from the IPO and the sale of the Private Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two The shares of common stock subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any Founder Shares held by them and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share, due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity, Capital Resources and Going Concern The Company consummated its IPO on March 9, 2021. As of December 31 2021, the Company had $336,228 in its operating bank account, and negative working capital of approximately $758,467, which excludes $200,000 of franchise taxes payable which may be paid from interest earned on the Trust Account. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (see Note 5). At December 31, 2021, there were no Working Capital Loans outstanding. At December 31, 2021, there was $90,000 of accrued and unpaid for administrative fees. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements—Going Concern”, management has determined that if the Company is unable to complete a Business Combination by March 8, 2023 (the “Combination Period”), then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete a Business Combination before the mandatory liquidation date. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the Company’s financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $336,228 in cash and did not have any cash equivalents as of December 31, 2021. At December 31, 2020, the Company had no cash and cash equivalents. Investments Held in Trust Account Investments held in Trust Account are held in a money market fund and characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). These investments are classified as trading securities and interest earned is included in the statements of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Net Income (Loss) Per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 14,437,500 of the Company’s Class A common stocks in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods. Accretion of the carrying value of Class A common stocks to redemption value is excluded from net income per common stock because the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the year ended December 31, 2021 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 3,495,727 $ 873,932 Denominator: Weighted-average shares outstanding 27,600,000 6,900,000 Basic and diluted net income per share $ 0.13 $ 0.13 For the period from November 5, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ — $ (1,302) Denominator: Weighted-average shares outstanding — 6,900,000 Basic and diluted net income per share $ — $ (0.00) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to temporary equity or the statements of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $15,627,893 (consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $447,893 of other offering costs) were recognized, of which $606,622 was (i) allocated to the public warrants and Private Warrants and (ii) included in the statements of operations, and $15,021,271 were charged to temporary equity upon the completion of the Initial Public Offering. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined that the warrants are a derivative instrument. ASC 470-20, “Debt with Conversion and Other Options” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● ● ● Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt -- Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging - Contracts in Entity’s Own Equity” (Subtopic 815-40): “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On March 9, 2021, the Company sold 27,600,000 units, which includes 3,600,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consists of one share of Class A common stock, and one The Company paid an underwriting fee at the closing of the IPO of $5,520,000. As of March 9, 2021, an additional fee of $9,660,000 (see Note 6) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. All of the 27,600,000 shares of Class A common stock sold as part of the units in the IPO contain a redemption feature which allows for the redemption of such shares of Class A common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2021, the common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (10,503,221) Common stock issuance costs (15,021,271) Plus: Accretion of carrying value to redemption value 25,524,492 Contingently redeemable common stock $ 276,000,000 Warrants The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen 60th Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder (the “ 30-day redemption period”); and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and Cantor purchased an aggregate of 5,013,333 Private Warrants at a price of $1.50 per Private Warrant, for an aggregate purchase price of $7,520,000, in a private placement. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will expire worthless. The Private Warrants are identical to the public warrants included as part of the Units sold in the IPO except that they will be non-redeemable and exercisable on a cashless basis for as long as the Private Warrants are held by the Sponsor or Cantor, the representative of the underwriters, or its permitted transferees. Additionally, for so long as the Private Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the commencement of sales of the IPO. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In December 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B common stock, par value $0.0001 (the “Founder Shares”). In February 2021, the Company effected a stock dividend of 0.2 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares (up to an aggregate of 900,000 of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). All shares and associated amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, the 900,000 shares were no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of its stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On December 31, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of June 30, 2021 or the closing of the Proposed Public Offering. The loan was to be repaid upon the closing of the IPO out of the $1,000,000 of offering proceeds that had been allocated to the payment of offering expenses. As of December 31, 2021, the Company had fully repaid the balance of the promissory note. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Warrants. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the IPO, the Company began paying an affiliate of the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021, the Company incurred $97,333 of administrative service fees, which are included in formation and operating costs on the statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the shares of Class A common stock underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the Effective Date. The holders of these securities are entitled to make up to three demands, excluding Form S-3 demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred underwriting discount of 3.5% (or $9,660,000) of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination. |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholder's Equity | |
Stockholder's Equity | Note 7 — Stockholder’s Equity (Deficit) Preferred stock Class A Common Stock issued outstanding Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (i) any shares of Class A common stock redeemed by public stockholders in connection with the initial Business Combination and (ii) any Class A common stock or equity-linked securities exercisable for or convertible into Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Recurring Fair Value Measurements | |
Recurring Fair Value Measurements | Note 8 —Recurring Fair Value Measurements At December 31, 2021, the Company’s warrant liability was valued at $10,529,510. Under the guidance in ASC 815-40, the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. All of the Company’s permitted investments are held in a money market fund. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. During the year ended December 31, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification. The following table presents fair value information as of December 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: Investments held in Trust Account – Money Market Funds $ 276,016,842 $ — $ — Liabilities: Private Warrants $ — $ — $ 4,594,820 Public Warrants 5,934,690 — — Total $ 5,934,690 $ — $ 4,594,820 Measurement The key inputs into the Monte Carlo simulation model for the Warrants were as follows at initial measurement and at December 31, 2021: March 9, 2021 (Initial Inputs: Measurement) December 31, 2021 Risk-free interest rate 1.09 % 1.30 % Expected term (years) 6.31 5.40 Expected volatility 24.3 % 13.6 % Exercise price $ 11.50 9.78 The change in the fair value of the warrant liabilities classified as Level 3 for the year ended December 31, 2021 is summarized as follows: Fair Value at January 1, 2021 $ — Issuance due to initial public offering 18,322,046 Public Warrants reclassified to level 1 (9,108,000) Change in fair value (4,619,226) Fair Value at December 31, 2021 $ 4,594,820 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 9 — Income Taxes The Company’s net deferred tax assets (liability) at December 31, 2021 and December 31, 2020 are as follows: December 31, December 31, 2021 2020 Deferred tax asset: Organizational costs/Startup expenses $ 296,479 $ — Federal net operating loss 53,969 15,106 Total deferred tax asset 350,447 15,106 Valuation allowance (350,447) (15,106) Deferred tax asset, net of allowance $ — — The income tax provision for the year ended December 31, 2021 and the period from November 5, 2020 (inception) through December 31, 2020 consists of the following: December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (335,341) (15,106) State Current — — Deferred — — Change in valuation allowance 335,341 15,106 Income tax provision $ — — As of December 31, 2021 and December 31, 2020, the Company has $185,061 and $71,933, respectively, of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 1, 2021 through December 31, 2021, the change in the valuation allowance was $335,341. From November 5, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $15,106. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and December 31, 2020 are as follows: December 31, December 31, 2021 2020 Provision/(Benefit) at Statutory Rate 21.00 % 21.00 % State Tax Provision/(Benefit) net of federal benefit — % — % Permanent differences: Change in fair value of Warrant Liability (37.45) % — % Excess of fair value of Private Warrants over proceeds received 1.44 % — % Warrant Transaction Costs 2.92 % — % Acquisition Facilitative Expenses 4.42 % (21.00) % Change in valuation allowance 7.67 % — % Income Tax Provision/(Benefit) — % — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictionss, including California, and is subject to examination by the various taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the Company’s financial position, and the results of its operations and its cash flows. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $336,228 in cash and did not have any cash equivalents as of December 31, 2021. At December 31, 2020, the Company had no cash and cash equivalents. |
Investment Held in Trust Account | Investments Held in Trust Account Investments held in Trust Account are held in a money market fund and characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). These investments are classified as trading securities and interest earned is included in the statements of operations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
Net Income (Loss) Per Common Stock | Net Income (Loss) Per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 14,437,500 of the Company’s Class A common stocks in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods. Accretion of the carrying value of Class A common stocks to redemption value is excluded from net income per common stock because the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the year ended December 31, 2021 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 3,495,727 $ 873,932 Denominator: Weighted-average shares outstanding 27,600,000 6,900,000 Basic and diluted net income per share $ 0.13 $ 0.13 For the period from November 5, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ — $ (1,302) Denominator: Weighted-average shares outstanding — 6,900,000 Basic and diluted net income per share $ — $ (0.00) |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to temporary equity or the statements of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $15,627,893 (consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $447,893 of other offering costs) were recognized, of which $606,622 was (i) allocated to the public warrants and Private Warrants and (ii) included in the statements of operations, and $15,021,271 were charged to temporary equity upon the completion of the Initial Public Offering. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined that the warrants are a derivative instrument. ASC 470-20, “Debt with Conversion and Other Options” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● ● ● |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt -- Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging - Contracts in Entity’s Own Equity” (Subtopic 815-40): “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Reconciliation of Net Loss per Common Share | For the year ended December 31, 2021 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 3,495,727 $ 873,932 Denominator: Weighted-average shares outstanding 27,600,000 6,900,000 Basic and diluted net income per share $ 0.13 $ 0.13 |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering | |
Schedule Of Common Stock Reflected On The Balance Sheet Are Reconciled | As of December 31, 2021, the common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (10,503,221) Common stock issuance costs (15,021,271) Plus: Accretion of carrying value to redemption value 25,524,492 Contingently redeemable common stock $ 276,000,000 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Recurring Fair Value Measurements | |
Summary of gross holding losses and fair value of held-to-maturity securities | Level 1 Level 2 Level 3 Assets: Investments held in Trust Account – Money Market Funds $ 276,016,842 $ — $ — Liabilities: Private Warrants $ — $ — $ 4,594,820 Public Warrants 5,934,690 — — Total $ 5,934,690 $ — $ 4,594,820 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The key inputs into the Monte Carlo simulation model for the Warrants were as follows at initial measurement and at December 31, 2021: March 9, 2021 (Initial Inputs: Measurement) December 31, 2021 Risk-free interest rate 1.09 % 1.30 % Expected term (years) 6.31 5.40 Expected volatility 24.3 % 13.6 % Exercise price $ 11.50 9.78 |
Schedule of change in the fair value of the warrant liabilities | The change in the fair value of the warrant liabilities classified as Level 3 for the year ended December 31, 2021 is summarized as follows: Fair Value at January 1, 2021 $ — Issuance due to initial public offering 18,322,046 Public Warrants reclassified to level 1 (9,108,000) Change in fair value (4,619,226) Fair Value at December 31, 2021 $ 4,594,820 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of The Company's net deferred tax assets (liabilities) | December 31, December 31, 2021 2020 Deferred tax asset: Organizational costs/Startup expenses $ 296,479 $ — Federal net operating loss 53,969 15,106 Total deferred tax asset 350,447 15,106 Valuation allowance (350,447) (15,106) Deferred tax asset, net of allowance $ — — |
Schedule of Income tax provision | December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (335,341) (15,106) State Current — — Deferred — — Change in valuation allowance 335,341 15,106 Income tax provision $ — — |
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | December 31, December 31, 2021 2020 Provision/(Benefit) at Statutory Rate 21.00 % 21.00 % State Tax Provision/(Benefit) net of federal benefit — % — % Permanent differences: Change in fair value of Warrant Liability (37.45) % — % Excess of fair value of Private Warrants over proceeds received 1.44 % — % Warrant Transaction Costs 2.92 % — % Acquisition Facilitative Expenses 4.42 % (21.00) % Change in valuation allowance 7.67 % — % Income Tax Provision/(Benefit) — % — % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Mar. 09, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 275,552,107 | ||
Transaction costs | $ 15,627,893 | ||
Underwriting discount | 5,520,000 | ||
Deferred underwriting discount | 9,660,000 | 9,660,000 | |
Other offering costs | 447,893 | ||
Transaction costs | 606,622 | 606,622 | |
Transaction costs included in equity | $ 15,021,271 | ||
Investments and marketable securities held in Trust Account | 276,000,000 | ||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Minimum net tangible assets upon consummation of the business combination | $ 5,000,001 | ||
Threshold business days for redemption of public shares | 10 days | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
Aggregate purchase price | $ 25,000 | ||
Cash operating bank account | 336,228 | ||
Franchise tax payable | 200,000 | ||
Working capital loans outstanding | 0 | ||
Accrued and unpaid for administrative fees | 90,000 | ||
Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Cash operating bank account | 336,228 | ||
Working capital | 758,467 | ||
Franchise tax payable | $ 200,000 | ||
Private Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 5,013,333 | ||
Price of warrant | $ 11.50 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price of warrant | $ 0.01 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 27,600,000 | ||
Unit price per unit | $ 10 | ||
Gross proceeds from sale of units | $ 276,000,000 | ||
Transaction costs included in equity | $ 15,021,271 | ||
Investments and marketable securities held in Trust Account | $ 276,000,000 | ||
Redemption period upon closure | 24 months | ||
IPO | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price of warrant | $ 11.50 | ||
Private Placement. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 5,013,333 | ||
Price of warrant | $ 1.50 | ||
Gross proceeds from Issuance of warrants | $ 7,520,000 | ||
Private Placement. | Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 1 | ||
Price of warrant | $ 11.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 3,600,000 | ||
Purchase price, per unit | $ 10 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | Mar. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash equivalents | $ 336,228 | $ 0 | |
Class A common stocks in the calculation of diluted income per share | 14,437,500 | ||
Transaction Costs Allocated To Warrant Liability | $ 606,622 | $ 606,622 | |
Transaction costs included in equity | 15,021,271 | ||
Unrecognized tax benefits | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | ||
Credit Concentration Risk | |||
Federal depository insurance coverage | 250,000 | ||
IPO | |||
offering costs | 15,627,893 | ||
underwriting discount | 5,520,000 | 5,520,000 | |
deferred underwriting discount | $ 9,660,000 | 9,660,000 | |
other offering costs | 447,893 | ||
Transaction costs included in equity | $ 15,021,271 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Net Loss per Common Stock (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A Common Stock | ||
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ 3,495,727 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Basic weighted average shares outstanding, common stock | 27,600,000 | |
Diluted weighted average shares outstanding, common stock | 27,600,000 | |
Basic net income (loss) per common share | $ 0.13 | |
Diluted net income (loss) per common share | $ 0.13 | |
Class B Common Stock | ||
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ (1,302) | $ 873,932 |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Basic weighted average shares outstanding, common stock | 6,900,000 | 6,900,000 |
Diluted weighted average shares outstanding, common stock | 6,900,000 | 6,900,000 |
Basic net income (loss) per common share | $ 0 | $ 0.13 |
Diluted net income (loss) per common share | $ 0 | $ 0.13 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 09, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 0.25 | |
Number of shares issuable per warrant | 1 | |
Public Warrants expiration term | 5 years | |
Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 0.01 | |
Public Warrants expiration term | 5 years | |
Public Warrants | Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants exercisable term after the completion of a business combination | 30 days | |
Warrants exercisable term from the closing of the public offering | 12 months | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 27,600,000 | |
Gross proceeds from sale of units | $ 276,000,000 | |
Underwriting fee | 5,520,000 | $ 5,520,000 |
Additional fee | $ 9,660,000 | $ 9,660,000 |
IPO | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 3,600,000 | |
Purchase price, per unit | $ 10 |
Initial Public Offering - Warra
Initial Public Offering - Warrants (Details) | Mar. 09, 2021item$ / sharesshares | Dec. 31, 2021$ / sharesshares |
Class of Warrant or Right [Line Items] | ||
Warrants expiration term | 5 years | |
Number of shares per warrant | shares | 1 | |
Redemption period | 30 days | |
Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Number of trading days on which fair market value of shares is reported | item | 20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115.00% | |
Class A Common Stock | Minimum | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants | $ 9.20 | |
Class A Common Stock | Maximum | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Threshold trading days for redemption of public warrants | item | 20 | |
Threshold consecutive trading days for redemption of public warrants | item | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | item | 3 | |
Share price trigger used to measure dilution of warrant | $ 18 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Number of shares per warrant | shares | 1 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants expiration term | 5 years | |
Exercise price of warrants | $ 0.01 | |
Public Warrants | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Warrants exercisable term after the completion of a business combination | 30 days | |
Warrants exercisable term from the closing of the public offering | 12 months | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Maximum period after business combination in which to file registration statement | 15 days | |
Maximum threshold period for registration statement to become effective after business combination | 60 days | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Initial Public Offering - commo
Initial Public Offering - common stock reflected (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Initial Public Offering | |
Gross proceeds from IPO | $ 276,000,000 |
Proceeds allocated to Public Warrants | (10,503,221) |
Common stock issuance costs | (15,021,271) |
Accretion of carrying value to redemption value | 25,524,492 |
Contingently redeemable common stock | $ 276,000,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 09, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from issuance of warrants | $ 7,520,000 | |
Number of shares per warrant | 1 | |
Private Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 5,013,333 | |
Price of warrant | $ 1.50 | |
Exercise price of warrants | $ 11.50 | |
Proceeds from issuance of warrants | $ 7,520,000 | |
Number of shares per warrant | 1 | |
Private Placement. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 5,013,333 | |
Exercise price of warrants | $ 1.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Feb. 28, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021item$ / sharesshares | Nov. 30, 2020$ / shares | Oct. 31, 2020shares | |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class B Common Stock | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Shares no longer subject to forfeiture | 900,000 | ||||
Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Share dividend | 0.2 | ||||
Aggregate number of shares owned | 6,900,000 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Founder Shares | Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Consideration received | $ | $ 25,000 | ||||
Consideration received, per share | $ / shares | $ 0.004 | ||||
Consideration received, shares | 5,750,000 | ||||
Shares subject to forfeiture | 6,900,000 | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Founder Shares | Sponsor | Class B Common Stock | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 900,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Costs | ||
Related Party Transaction [Line Items] | ||
Expenses per month | $ 97,333 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Repayment of promissory note - related party | 1,000,000 | |
Administrative Support Agreement | Sponsor | ||
Related Party Transaction [Line Items] | ||
Expenses per month | $ 10,000 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Price of warrant | $ 1.50 | |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Outstanding Borrowings | $ 0 | |
Loan conversion agreement warrant | $ 1,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Mar. 09, 2021 | |
Commitments and Contingencies | |||
Deferred underwriting fee payable | $ 9,660,000 | $ 9,660,000 | |
Underwriter cash discount | 3.50% | 3.50% |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 |
Stockholder's Equity | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
Stockholder's Equity (Deficit_2
Stockholder's Equity (Deficit) - Common Stock Shares (Details) | 12 Months Ended | ||
Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Nov. 30, 2020$ / sharesshares | |
Class of Stock [Line Items] | |||
Common shares, votes per share | Vote | 1 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 280,000,000 | 280,000,000 | 280,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class A common stock subject to possible redemption | |||
Class of Stock [Line Items] | |||
Class A common stock subject to possible redemption, issued (in shares) | 27,600,000 | 0 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | 0 | |
Class A Common Stock Not Subject to Redemption | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 280,000,000 | 280,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 0 | 0 | |
Common shares, shares outstanding (in shares) | 0 | 0 | |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | |
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | 6,900,000 |
Ratio to be applied to the stock in the conversion | 20 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) | Dec. 31, 2021USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 276,016,842 |
Liabilities, Fair Value Disclosure [Abstract] | |
Warranty liability | 10,529,510 |
Level 1 | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warranty liability | 5,934,690 |
Level 1 | Recurring | |
Assets: | |
Marketable securities held in Trust Account | 276,016,842 |
Level 1 | Recurring | Public Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warranty liability | 5,934,690 |
Level 3 | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warranty liability | 4,594,820 |
Level 3 | Recurring | Private Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warranty liability | $ 4,594,820 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) | Dec. 31, 2021$ / sharesUSD ($) | Mar. 09, 2021USD ($)$ / shares |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.30 | 1.09 |
Expected term (years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | $ | 5.40 | 6.31 |
Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 13.6 | 24.3 |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | $ / shares | 9.78 | 11.50 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 7 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance due to initial public offering | $ 18,322,046 | |
Public Warrants reclassified to level 1 | $ (9,108,000) | |
Change in fair value of warrant liabilities | (4,619,226) | $ (7,792,536) |
Fair Value at end of period | $ 4,594,820 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liability) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Organizational costs/Startup expenses | $ 296,479 | |
Federal net operating loss | 53,969 | $ 15,106 |
Total deferred tax assets | 350,447 | 15,106 |
Valuation allowance | $ (350,447) | $ (15,106) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal | ||
Deferred | $ (15,106) | $ (335,341) |
Change in valuation allowance | $ 15,106 | $ 335,341 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Change in valuation allowance | $ 335,341 | |
Federal. | ||
Deferred tax assets: | ||
Net operating loss carryovers | 185,061 | $ 71,933 |
State | ||
Deferred tax assets: | ||
Net operating loss carryovers | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the federal income tax rate to the Company's effective tax rate (Details) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Taxes | ||
Provision/(Benefit) at Statutory Rate | 21.00% | 21.00% |
Change in fair value of Warrant Liability | (37.45%) | |
Excess of fair value of Private Warrants over proceeds received | 1.44% | |
Warrant Transaction Costs | 2.92% | |
Acquisition Facilitative Expenses | (21.00%) | 4.42% |
Change in valuation allowance | 7.67% |